AMENDED AND RESTATED
                           ARTICLES OF INCORPORATION
                                      OF
                         MICROLEAGUE MULTIMEDIA, INC.


1.       The name of the corporation is Microleague Multimedia, Inc.

2.       The name of its commercial registered office provider and the county
         of venue is (the Department is hereby authorized to correct the
         following information to conform to the records of the Department) CT
         Corporation System, Lancaster County.

3.       The corporation is incorporated under the provisions of the Business
         Corporation Law of 1988 and shall have unlimited power to engage in
         and to do all lawful acts concerning any or all lawful business for
         which corporations may be incorporated under the Business Corporation
         law.

4.       The term for which the corporation is to exist is perpetual.

5.       The aggregate number of shares which the corporation shall
         have authority to issue is Eleven Million (11,000,000) of
         which Ten Million (10,000,000) shares of the par value of
         $.01 per share shall be Common Stock and one million
         (1,000,000) shares of the par value of $.01 per share shall
         be Preferred Stock.  The Board of Directors may authorize
         the issuance from time to time of Preferred Stock in one or
         more series and with designations, preferences,
         qualifications, limitations, restrictions and special or
         relative rights (which may differ with respect to each
         series) as the Board may fix by resolution.  Without
         limiting the foregoing, the board of directors is authorized
         to fix with respect to each series:

                  (a)      the number of shares which shall constitute the
                           series and the name of the series;

                  (b)      the rate and times at which, and the preferences
                           and conditions under which, dividends shall be
                           payable on shares of the series, and the status of
                           such dividends as cumulative or non-cumulative and
                           as participating or non-participating;

                  (c)      the prices, times and terms, if any, at or upon
                           which shares of the series shall be subject to
                           redemption;

                  (d)      the rights, if any, of holders of shares of the
                           series to convert such shares into, or to exchange

PH02/107745.2





                           such shares for, shares of any other class of
                           stock of the corporation;

                  (e)      the rights and preferences, if any, of the holders
                           of shares of the series upon any liquidation,
                           dissolution or winding up of the affairs of, or
                           upon any distribution of the assets of, the
                           corporation;

                  (f)      the limitations, if any, applicable while such
                           series is outstanding, on the payment of dividends
                           or making of distributions on, or the acquisition
                           of, the common stock of any other class of stock
                           which does not rank senior to the shares of the
                           series; and

                  (g)      the voting rights, if any, to be provided for
                           shares of the series.

6.       Any action required or permitted to be taken by the
         shareholders of the corporation at any annual or special
         meeting of shareholders of the corporation must be effected
         at a duly called annual or special meeting of shareholders
         any may not be taken or effected by a written consent of
         shareholders in lieu thereof.  Special meetings of the
         shareholders may be called only by the Board of Directors of
         the corporation, and the business to be conducted at any
         special meeting of shareholders shall be limited to the
         business set forth in the notice of the meeting.

7.       The directors shall be divided into three classes, Class I,
         Class II and Class III with respect to their terms of
         office.  All classes shall be as nearly equal in number as
         reasonably possible.  Subject to such limitations, when the
         number of Directors is changed, any newly-created
         directorship or any decrease in directorships shall be
         apportioned among the classes by action of the Board of
         Directors.  The terms of office of one class shall expire
         each year.

8.       The shareholders of the corporation shall not have the right
         to cumulate their votes for the election of directors of the
         corporation.

9.       The corporation reserves the right, from time to time, to amend,
         alter or repeal any provisions contained in these Amended and
         Restated Articles of Incorporation in the manner now or hereafter
         provided by statute for the amendment of Articles of Incorporation.


                                      -2-
PH02/107745.2




10.      These Amended and Restated Articles of Incorporation constitute the
         corporation's Articles of Incorporation and supersede the original
         Articles of Incorporation of this corporation, the amended and
         restated Articles of Incorporation previously filed, and all other
         amendments thereto.









































                                      -3-
PH02/107745.2